UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


                                 Amendment No. 1


(Mark One)
        |X|  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                      For the quarterly period ended March 31, 2004

        [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

                      For the transition period from ________ to ___________


                        Commission file number: 000-30697
                                                ---------



                            PERFECT HEALTH CARE CORP.
        ----------------------------------------------------------------
           (Exact name of small business as specified in its charter)


                NEVADA                                    48-1302159
---------------------------------------              ---------------------
   (State or other jurisdiction of                      (IRS Employer
    incorporation or organization)                    Identification No.)



                  4017 Colby Avenue, Everett, Washington 98201
        ---------------------------------------------------------------
                    (Address of principal executive offices)


                                 (425) 258-4222
         ---------------------------------------------------------------
                           (Issuer's telephone number)



        ---------------------------------------------------------------
              (Former name, former address, and former fiscal year,
                         if changed since last report)



                                      -i-
<PAGE>

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.   Yes |X|    No [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by the court.    Yes [ ]    No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

     Issued and outstanding as of May 31, 2004: 23,511,000 shares common stock,
     $0.001 par value

Transitional Small Business Disclosure Format (Check one):  Yes [ ]    No |X|


                                      -ii-
<PAGE>



NOTE: This first amended quarterly report on Form 10-QSB of Perfect Health Care
Corp. is filed to disclose restated financial statements for the quarterly
period ended March 31, 2004. We have restated our financial statements to
correct errors in the reporting of operating leases, the expensing of
advertising and market development costs, and the accrual of compensation
expense in the proper accounting periods. The effects of these corrections are
shown in Note C to the restated financial statements.



PART 1  -  FINANCIAL INFORMATION

Item 1  -  Financial Statements

In the opinion of management, the accompanying unaudited financial statements
included in this Form 10-QSB reflect all adjustments necessary for a fair
presentation of the results of operations for the periods presented. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the full year.



                                      -1-
<PAGE>

                            Perfect Health Care Corp.
                                  Balance Sheet
                                   (Unaudited)


<TABLE>
<CAPTION>
           Assets                                                  Restated        Restated
                                                                March 31, 2004  June 30, 2003
                                                                --------------  -------------
Current Assets

<S>                                                                   <C>          <C>
       Cash and cash equivalents                                      $ 1,807      $ 246,516
       Accounts receivable, net of allowance
         for doubtful accounts                                         57,919         54,069
       Prepaid expenses                                                 2,440          7,676
                                                                --------------  -------------

                                         Total Current Assets          62,166        308,261


Property and Equipment

       Office furniture and equipment                                  13,371         11,309
       Vehicles                                                         6,064          6,064
       Leasehold improvements                                           1,588          1,588
       Less - accumulated depreciation                                 (4,103)          (713)
                                                                --------------  -------------

                                   Net Property and Equipment          16,920         18,248

           Total Assets                                              $ 79,086      $ 326,509
                                                                ==============  =============

           Liabilities and Stockholders' Equity

Current Liabilities

       Accounts payable and accrued liabilities                     $ 109,144            $ -
       Deferred revenue                                                66,600         74,975
       Accrued compensation                                            60,950         65,800
       Advance by director                                            130,290         10,000
                                                                --------------  -------------

                                    Total Current Liabilities         366,984        150,775

Stockholders' Equity (Deficit)

       Preferred stock
           $.001 par value; 25,000,000 authorized, 1,600,000
           shares issued and outstanding                                1,600          1,600
       Common Stock
           $.001 par value; 200,000,00 shares authorized,
           23,511,000 shares issued and outstanding                    23,511         23,066
       Additional Paid-in Capital                                     611,189        516,834
       Less stock subscriptions receivable                             (7,500)       (72,500)
       Retained earnings (deficit)                                   (916,698)      (311,673)
                                                                --------------  -------------

           Total Liabilities and Stockholders' Equity (Deficit)      (287,898)       157,327
                                                                --------------  -------------

                                   Total Stockholders' Equity        $ 79,086      $ 308,102
                                                                ==============  =============
</TABLE>



               See accompanying notes to the financial statements.



                                      -2-
<PAGE>


                            Perfect Health Care Corp.
                            Statements of Operations
                   Three and Nine Months Ended March 31, 2004
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                             (Restated)          (Restated)
                                                         Three Months Ended   Nine Months Ended
                                                           March 31, 2004      March 31, 2004
                                                         ------------------   -----------------

<S>                                                               <C>                 <C>
Revenue from Card Sales                                           $ 17,516            $ 64,073

Cost of Card Sales                                                  17,278              43,807
                                                         ------------------   -----------------

Gross Profit                                                           238              20,266

Expenses
       Selling, general and administrative expense                 109,467             621,901
       Depreciation                                                  1,130               3,390
                                                         ------------------   -----------------

                                          Total Expenses           110,597             625,291
                                                         ------------------   -----------------

                                                Net Loss          (110,359)         $ (605,025)
                                                         ==================   =================


Net Loss per Common Share                                         $ (0.005)            $ (0.03)
                                                         ==================   =================

Weighted Average Common Shares Outstanding                      23,511,000          23,511,000
                                                         ==================   =================
</TABLE>




               See accompanying notes to the financial statements.


                                      -3-
<PAGE>


                            Statements of Cash Flows
                        Nine Months Ended March 31, 2004
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                Restated
                                                                             March 31, 2004
                                                                             --------------
Operating Activities
<S>                                                                             <C>
    Net Loss                                                                    $ (605,025)
       Adjustments to reconcile net loss to cash used
          by operating activities:
           Depreciation                                                              3,390
           Changes in operating assets and liabilities
              Increast (decrease) in accounts receivable                            (3,850)
              Increase (decrease) in prepaid expenses                                5,236
              Increase (decrease) in accounts payable & accrued liabilities         90,737
              Increase (decrease) in accrued compensation                           60,950
              Increase (decrease) in advances by stockholder/director               50,290
              Increase (decrease) in deferred revenue                               (8,375)
                                                                             --------------
                                        Cash used by Operating Activities         (406,647)

Investing Activities
    Purchase of property and equipment                                              (2,062)
                                                                             --------------

                                       Net cash from Investing Activities           (2,062)

Cash Flows from Financing Activities
       Proceeds from sales of common stock                                          29,000
       Payments of stock subscriptions receivable                                   65,000
       Cash advance by stockholder/director                                         70,000
                                                                             --------------

                                       Net cash from Financing Activities          164,000
                                                                             --------------

Net increase (decrease) in cash                                                   (244,709)

Cash at January 1, 2004                                                            246,516
                                                                             --------------

Cash at March 31, 2004                                                             $ 1,807
                                                                             ==============

Cash paid for income taxes                                                             $ -
                                                                             ==============

Cash paid for interest                                                                 $ -
                                                                             ==============

</TABLE>


               See accompanying notes to the financial statements.



                                      -4-
<PAGE>

                            PERFECT HEALTH CARE CORP.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (Unaudited)


A.  BASIS OF PRESENTATION

The Interim financial statements of Perfect Health Care Corp. (the Company) for
the nine months ended March 31, 2004 are not audited. The financial statements
are prepared in accordance with the requirements for unaudited interim periods,
and consequently do not include all disclosures required to be in conformity
with accounting principles generally accepted in the United States of America
and specifically the standards of the Public Company Accounting Oversight Board.

In the opinion of management, the accompanying consolidated financial statements
contain all adjustments, consisting only of normal recurring accruals, necessary
for a fair presentation of the Company's financial position as of March 31, 2004
and the results of operations and cash flows for the nine months ended March 31,
2004.

The results of operations for the nine months ended March 31, 2004 are not
necessarily indicative of the results for a full year period.


B.  SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expense on the accrual method of accounting.

Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from estimates.

Revenue Recognition

The Company sells the Card either through annual contracts with customer payment
due at the time the contract is executed or on a month-to-month basis with
payment due each month. Revenue from the sale of annual contracts is deferred
and recognized on a straight line basis over the contractual term. Revenue
related to month-to-month agreements is recognized as payments are received from
the customers. Customers have the right to a refund of only their unamortized
portion of the annual contract. Month-to-month agreements have no refund rights.



                                      -5-
<PAGE>

Expense Recognition

All costs associated with the fulfillment of the obligations to the customers
under the terms of their annual or month-to-month contracts are expensed as
incurred.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash on deposit or cash
investments purchased with original maturities of three months or less.

Property and Equipment

Depreciation is charged to operations, using the straight-line method, over the
estimated useful lives of the related assets as follows:

             Office furniture & Equipment     3-5 years
             Vehicles                           5 years
             Leasehold improvements             3 years

Maintenance, repairs and minor renewals are charged to operations as incurred.
Additions and betterments are capitalized. When assets are disposed of, the
related cost and accumulated depreciation are removed from the accounts and any
gain or loss is included in operations

Deferred Revenue

Revenue from the sale of annual contracts is deferred and recognized on a
straight line basis over the contractual term.

Dividend Policy

The Company has not yet adopted a policy regarding the payment of dividends.

Advertising and Market Development

The Company expenses advertising and market development costs as incurred,
including the costs of developing and maintaining its website.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under
the liability method deferred tax assets and liabilities are determined based on
the differences between financial reporting and the tax bases of the assets and
liabilities and are measured using the enacted tax rates and laws that will be


                                      -6-
<PAGE>

in effect, when the differences are expected to reverse. An allowance against
deferred tax assets is recorded, when it is more likely than not, that such tax
benefits will not be realized.

On June 30, 2003, the Company had a net operating loss available for carry
forward of $311,673. The tax benefit of this loss carryforward has been fully
offset by a valuation reserve because the use to the tax benefit is
undeterminable since there is no reasonable method to determine the usage of
this carryforward in the future. The loss carryforward will expire in 2023.

Earnings (Loss) per Share

Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding as if the number of common shares
rights unless the shares had been issued on the exercise of any common share
rights unless the exercise becomes antidilutive and then only the basic per
share amounts are shown in the report.

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts which, at times, may
exceed federally insured limits. The Company has not experienced any losses in
such accounts and believes it is not exposed to any significant risk.

Fair Value of Financial Instruments

The recorded amounts of cash, cash equivalents, accounts receivable, prepaid
expenses, accounts payable, accrued liabilities and deferred revenue approximate
fair value because of the short-term maturity of these items.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.


C.   RESTATEMENT OF FINANCIAL STATEMENTS

The Company has restated its financial statements to correct errors in the
reporting of operating leases, the expensing of advertising and market
development costs and the accrual of compensation expense in the proper
accounting periods.



                                      -7-
<PAGE>

The effects of these corrections on net income (loss) and earnings (loss) per
share are noted below:

<TABLE>
<CAPTION>
                                                  Three Months Ended             Nine Months Ended
                                                    March 31, 2004                March 31, 2004

                                             Originally                      Originally
                                              Reported        Restated        Reported          Restated
                                           --------------- --------------- --------------- ---------------

<S>                                                <C>             <C>             <C>             <C>
Revenue from card sales                            17,516          17,516          64,073          64,073

Cost of card sales                                 17,278          17,278          43,807          43,807
                                           --------------- --------------- --------------- ---------------
                             Gross profit             238             238          20,266          20,266

Expenses:
     Selling, general and admin.                  142,579         109,467         601,994         621,901
     Interest Expense - net                         1,626               -           7,228               -
     Depreciation                                  11,594           1,130          34,781           3,390
                                           --------------- --------------- --------------- ---------------
                           Total Expenses         155,799         110,597         644,003         625,291
                                           =============== =============== =============== ===============
                                 Net Loss       (155,561)       (110,359)       (623,727)       (605,025)
                                           =============== =============== =============== ===============
Net Loss per Common Share                          (0.01)         (0.005)          (0.03)          (0.03)
                                           =============== =============== =============== ===============
Weighted Average Common
     Shares Outstanding                        23,434,000      23,511,000      23,395,000      23,511,000
                                           =============== =============== =============== ===============
</TABLE>



Item 2  -  Management's Discussion and Analysis or Plan of Operation

NOTE: The following discussion and analysis should be read in conjunction with
the Company's Interim Financial Statements (unaudited) and the Notes to the
Financial Statements for the nine month period ended March 31, 2004.


This first amended Quarterly Report includes, under Item 1, financial statements
that have been re-stated to correct errors in the way we originally reported
certain operating leases, the expensing of advertising and market development
costs, and the accrual of compensation expenses not in their proper accounting
periods. The effects of these corrections are shown in Note C to the restated
financial statements.


                                      -8-
<PAGE>

Introduction

We are engaged in the marketing and administration of membership programs that
entitle our members (also called "cardholders") to receive discounted rates on
medical and related products and services when they purchase for cash without
the aid of insurance. Our principal product is the Primary Care Card which, for
a fee of $49 per month, permits the cardholder to obtain discounts ranging from
5% to nearly 70% off the regular pricing schedules when they purchase services
from providers who are members of our provider networks. Services can include
primary care, medical specialists, radiology, physical therapy, hospitalization,
pharmaceutical, prostheses, vision care, chiropractic, alternative medicine
treatments, medical evacuation, patient advocacy, and others. Other Card
products, offered at lesser prices, provide discounts on varying combinations of
services with varying rates of discounts.

To date, our greatest challenge has been establishing a market for our
offerings. Since inception, we have focused our limited resources largely on
negotiating the provider agreements needed to package what we think could become
industry-leading products, but we have yet to demonstrate any meaningful degree
of market acceptance for those products. Ongoing discussions with insurance
industry executives have indicated that our Card products may be successfully
"bundled" with insurance products, however we have yet to consummate such a
marketing partnership. A reseller agreement has yielded some encouraging sales
results marketing the Card as a stand-alone product. And representatives of
various established marketing and sales representative organizations encountered
at trade shows have resulted in some re-seller agreements, but none as yet have
had significant success in marketing our Card products. Our own sales efforts
based on local television and print advertising have yielded some sales, but we
currently lack the resources to exploit these successes.

Three Months and Nine Months Ended March 31, 2004

Revenues for the quarter and nine months ended March 31, 2004 were $17,516 and
$64,073, respectively. Operating expenses for the quarter and nine months ended
March 31, 2004 were $110,597 and $625,291, respectively, most of which was
attributed to selling and administrative expense. We had a net operating loss
for the quarter of $110,359, and $605,025 cumulative for the nine month period,
or about $0.03 per share.


Plan of Operation

Although we are achieving some sales on a regular basis, our current level of
revenues is not sufficient to cover our operating expenses, and our cash
reserves are adequate to sustain our current level of operations for only about
three months. We will have to raise additional capital within the next three
months in order to continue our marketing and other business development
activities. If we are unable to raise additional capital we may be unable to
continue in business.


                                      -9-
<PAGE>

                           PART II - OTHER INFORMATION


Item 2 - Changes in Securities

Recent Sales of Unregistered Securities

The following securities were sold by officers of the Company without the use of
an underwriter. In effecting the sales, we relied on the exemption authority
provided by Section 4(2) of the Securities Act of 1933, as amended, relating to
sales not involving any public offering, and on Regulation D. We believe that
all such sales were made by our executive officers in private, negotiated
transactions without any advertising, public announcements or general
solicitation. The purchasers of the shares represented themselves in writing to
be, and the company believes them to be, members of one or more of the following
classes:

     a.   Officers, directors, promoters or control persons of the issuer; or

     b.   Individuals or entities who are accredited investors as defined in
          Rule 501 of Regulation D under the Securities Act of 1933; or

     c.   Individuals who:

          i.   Are knowledgeable and sophisticated in investment matters;

          ii.  Are able to assess the risks of an investment such as in our
               securities;

          iii. Are financially able to bear the risk of a loss of their entire
               investment; and

          iv.  Have access to pertinent information regarding the issuer and its
               operations.

The shares are subject to the resale provisions of Rule 144 and may not be sold
or transferred without registration except in accordance with Rule 144.
Certificates representing the securities bear a legend to that effect.


<TABLE>
<CAPTION>
=============================================================================================
                                                                 Price(US$)        # of
   Date                   Class                   Amount         Per Share      Purchasers
----------- --------------------------------- -------------- ----------------- -------------

 2/21/2004     $.001 par value Common Stock       116,000          $0.25            2
 2/21/2004     Common Stock Purchase Warrant       29,000           (1)             2

--------------------------------------------------------------------------------------------
(1) One warrant was issued with each four common shares subscribed.
=============================================================================================
<S>     <C>
</TABLE>

                                      -10-
<PAGE>

Item 6  -  Exhibits and Reports on Form 8-K


Exhibits

       Exhibit No.               Description
     ----------------      -------------------------------------------------


          31.1             Certification of CEO  (Section 302)
          31.2             Certification of CFO (Section 302)
          32.1             Certification of CEO (Section 906)
          32.2             Certification of CFO (Section 906)





                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                             PERFECT HEALTH CARE CORP.



January 5, 2005                              /s/ Antoine Jarjour
                                             ---------------------------------
                                             President


January 5, 2005                              /s/ James Young
                                             ---------------------------------
                                             Chief Financial Officer
                                             Principal Accounting Officer




                                      -11-